INTRODUCTION:
Section 159,160,161,162 & Schedule V deals with the Annual Return & related Provisions under Companies Act, 1956. But in Companies Act, 2013 all these Sections are combined together in one Section namely – 92.
Annual return is a yearly statement, required to be filed by every company irrespective of their nature, i.e. private, public, listed, unlisted, or status, i.e. active, dormant or under amalgamation. It is perhaps the most important document required to be filed by every company with the Registrar of Companies. Apart from the Financial Statements, this is the only document to be compulsorily filed with the Registrar every year irrespective of any events / happenings in the company.
Section 92 of the Companies Act, 2013 requires every company to prepare an annual return, a comprehensive document which contains information of a company relating to its share capital, indebtedness, directors, shareholders, changes in directorships corporate governance disclosures etc.
The Companies Act, 2013, a historic legislation which intends to improve corporate governance and empower shareholders. The Act has incorporated a framework which is based on self-regulation but with enhanced disclosures and accountability on the part of companies and their managements.
The Ministry of Corporate Affairs vide General Circular 8/2014 dated 04.04.2014 clarified that annual return in terms of section 92 of the Companies Act, 2013 will be in form MGT 7 and will be applicable for financial years commencing on or after 1st April, 2014
TIME PERIOD:
Earlier in the Companies act, 1956 Annual return was prepared for the period from the date of last AGM to date of current AGM. But there is a major change under Companies Act, 2013 i.e. now Companies are required to prepare Annual Return for the financial year i.e. 1st April to 31st March.
ANNUAL RETURN OF FOREIGN COMPANY:
As per section 384(2), the provisions of section 92 shall also apply to a foreign company, subject to such exceptions, modifications and adaptations as may be made therein by rules. Rule 7 of the Companies (Registration of Foreign Companies) Rules, 2014 provides that every foreign company shall prepare and file, within a period of sixty days from the last day of its financial year, to the Registrar annual return in Form FC.4 along with fee, containing the particulars as they stood on the close of the financial year
EXTRACT OF ANNUAL RETURN:
As per sub-section (3) of section 92, the companies are also required to prepare extract of Annual Return in Form No. MGT-9 which shall form part of Board’s Report.
PENALTY:
If a company fails to file its annual return under section 92, before the expiry of the period specified under section 403 with additional fee, the company shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to five lacs rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to six months or with fine which shall not be less than fifty thousand rupees but which may extend to five lacs Rupees, or with both.(Section 92).
FILING OF ANNUAL RETURN WITH THE REGISTRAR (SECTION 92(4))
The return has to be filed with the Registrar of Companies within 60 days from the date of Annual General Meeting. If the Annual General Meeting is not held in any year, the return has to be filed within 60 days from the date on which Annual General Meeting should have been held together with the statement specifying the reasons for not holding the Annual General Meeting, on payment of such fee or additional fee as prescribed (Rule 12 of the Companies (Registration Offices and Fees) Rules, 2014.
Let’s Start Detailed discussion on Annual return Preparation of Annual Return:
MCA by Companies (Management and Administration) Amendment Rules, 2015 dated: 28th August, 2015 came out with the Final format of Annual Return (MGT-7).
| No. | Heading | ||
| MGT-7 | Info Required | Source of Income | |
| I | REGISTRATION AND OTHER DETAILS | ||
| Corporate Identification No. | CIN No. of Company | MCA Website | |
| Name of Company | Pre-fill | Pre-fill | |
| Registered office address | Pre-fill | Pre-fill | |
| Email- ID of the company | EMAIL ID of Company | Letter Head of Company | |
| Telephone number with STD code | Telephone No. of Company | Letter Head of Company | |
| Website, if any | Website of Company | Letter Head of Company | |
| Date of Incorporation | Pre-fill | Pre-fill | |
| Type of Company | Pre-fill | Pre-fill | |
| Category of Company | Pre-fill | Pre-fill | |
| Sub-Category of Company | Pre-fill | Pre-fill | |
| Whether company is having Share Capital | Pre-fill | Pre-fill | |
| Whether Company is Listed on Recognize Stock Exchange | Select Yes or No | If Yes, Then mention
SE code and SE Name Transfer Agent CIN |
|
| Financial Year | 1st April, 2015 – 31st March -16 | Financials of Company | |
| Whether AGM Held | If yes Then Mention Date
If not then provide extentsion details |
Minutes of AGM | |
| II. |
PRINCIPLE BUSINESS ACTIVITY OF COMPANY (All the business activities contributing 10% or more of the total turnover of the company shall be stated) |
|||
| Number of Business activity | NIC Code List | |||
| Main Activity Group Code | 99531 | NIC Code List | ||
| Description of main business activity | Residential Buildings | NIC Code List | ||
| Business Activity code | 9953112 | NIC Code List | ||
| Description of Business Activity | Multi-dwelling residential buildings | NIC Code List | ||
| % of Total Turnover of Company | 40% | NIC Code List | ||
| NIC CODE LIST | http://www.mca.gov.in/XBRL/pdf/NPCS_codes.pdf | |||
| III. |
PARTICULARS OF HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES |
||
| Number of Company for which Information is given | Check the Investments of Company and Check the Shareholder of Company. | ||
| Name of Company | Pre- fill | Balance Sheet- Investment of Company | |
| CIN of Company | MCA Website | Balance Sheet- Investment of Company | |
| Holding/ Subsidiary/ Joint Venture | Check Status as per Definition | Balance Sheet- Investment of Company | |
| % of shares Held | Balance Sheet- Investment of Company | ||
POINTS TO BE KEPT IN MIND WHILE PREPARING THE POINT NO III:
1. Check the Register of Member for – Subsidiary.
2. Check the definition of Holding, Subsidiary and Associate Company.
3. Check the Investment Register of the auditee company.
| 4. |
SHARE CAPITAL, DEBENTURES AND OTHER SECURITIES OF THE COMPANY |
|||||
| (I) | SHARE CAPITAL | |||||
| (a) | Equity/ Preference Share Capital | |||||
| Particulars | Face Value | Authorized Capital | Issued Capital | Subscribed capital | Paid up Capital | |
| Total no. of shares | 1. Balance Sheet
2. MCA Website 3. Register of Members |
|||||
| Number of classes | Check whether there is different-2 class of Equity shares. | |||||
| Class of shares | Authorized Capital | Issued Capital | Subscribed capital | Paid up Capital | ||
| 1. Balance Sheet
2. MCA Website 3. Register of Members |
||||||
| (d) | Break-up of paid-up Share Capital | |||||
| Class of shares | Number of shares | Total Nominal Amount | Total Paid-up amount | Total premium | ||
| Equity Shares | ||||||
| At the beginning of the Year | ||||||
| Increase during the Year | ||||||
|
Points to be kept in mind while preparing the point No d: 1. Register of Member at the beginning of the Year. 2. Whether any allotment during the year (PAS-3) 3. Type of Allotment. |
||||||
| Decrease during the Year | ||||||
| Points to be kept in mind while preparing the point No d:
1. Register of Member at the end of the Year. 2. Transfer of Shares during the year. 3. Forfeiture of shares during the year, if any. 4. Redemption of Shares during the year if any. |
||||||
| (III) | Details of shares/debenture transfers since closure date of last financial year(or in the case of the first return at any time since the incorporation of the Company) | |||||
| Points to be kept in mind while preparing the point No d:
1. Register of Share Transfer. 2. Share Transfer Deeds. 3. Minutes of Board Meeting. |
||||||
| (IV) | Indebtedness including debentures(Outstanding as at the end of Financial Year) | |||||
| Points to be kept in mind while preparing the point No d:
1. Register of Securities. 2. Balance Sheet. |
||||||
| V. |
TURNOVER AND NET WORTH OF THE COMPANY (AS DEFINED IN THE COMPANIES ACT. 2013) |
||
| Turn Over | Turn over as on 31.03.2015 | Statement of Profit & Loss account- Income side. | |
| Net worth | Net Worth as on 31.03.2015 | Check Balance Sheet and Calculate as:
As given in 2 (57) of Companies Act, 2013 |
|
| VI. | SHARE HOLDING PATTERN | ||
| SHARE HOLDING PATTERN- PROMOTER | |||
| Given in Table format Below- Annexure I | Number of Shares and Percentage of Share holding. | 1. Check the Status of Promoter.
2. Register of Members |
|
| SHARE HOLDING PATTERN- PUBLIC | |||
| Given in Table format Below- Annexure I | Numbers of Shares and Percentage of Share holding. | 1. Register of Members
2. Register of Shareholder |
|
| SHARE HOLDING PATTERN- PUBLIC (FII) | |||
| Details Of Foreign Institutional Investors’ (FILS) Holding Shares Of The Company. | Name of FII Address, Date of Incorporation,
Country of Incorporation No. of Share Hold and Percentage of Share Holding. |
1. Register of Members | |
POINTS TO BE KEPT IN MIND WHILE PREPARING THE POINT NO VI:
1. Read the Definition of Promoter given in section 2(69) of Companies Act, 2013. As per definition decide the Promoters of the Company.
2. Shareholding of person other than promoter is to be entered in Share Holding Pattern- Public.
| VII. | NUMBER OF PROMOTERS, MEMBERS, DEBENTURE HOLDERS | ||||||||||
| Promoters |
|
1. Register of Members
2. PAS-3 (filed during the Year) 3. Transfers Deeds 4. Minutes of the Meetings |
|||||||||
| Members
{other than promoters) |
|||||||||||
| Debenture holders | |||||||||||
POINTS TO BE KEPT IN MIND WHILE PREPARING THE POINT NO VII:
1. Check Register of Member (Shareholder at the beginning of the Year).
2. Check whether there is any allotment during the year for (Addition).
3. Check whether any Transfer/forfeiture/Buy-back for (Cessation).
4. Check the Register of Member (Shareholder at the end of the Year).
| VIII. | DETAILS OF DIRECTORS AND KEY MANAGDRIAL PERSONNEL- Annexure- III | ||
| Promoter | Check as per Definition | ||
| Executive & Non executive | Check form DIR-12 | 1. Register of Director
2. DIR-12 |
|
| No. of Director at Beginning of the year | Check No. of Total Director as on beginning of the year (as on 01.04.2014) | Register of Director | |
| No. of Director at the end of the year | Check No. of Total Director as on end of the year (as on 31.03.2015) | 1. Register of Directors
2. MCA Website |
|
| Percentage of share held by Director at the end of the Year | Director Shareholding as on 31.03.2015 i.e. at the end of the year. | Register of Directors Shareholding | |
| Independent or Not | Check status of Director | 1. Declaration of Independency
2. DIR-12 3. Register of Director |
|
| Nominee or Representative | Check Status | 1. DIR-12
2. Register of Member |
|
| No. of Director & KMP as on 31.03.2015 | Check Register of Directors | ||
|
VII.
|
DETAILS OF DIRECTORS & KMP AS ON CLOSURE OF FINANCIAL YEAR | ||
| Name | Name of all the Directors and KMP as on 31st March | 1. Register of Director
2. MCA 3. DIR- 12 |
|
| DIN | DIN of all the Directors and KMP as on 31.03.2015 | 1. Register of Director
2. MCA |
|
| Designation | Designation of all the Directors and KMP as on 31st March | 1. Register of Director
2. MCA 3. DIR- 12 |
|
| Number of Equity Shares held | Shareholding of all the Directors and KMP as on 31st March | 1. Register of Director Shareholding
2. Register of Member |
|
| Date of Cessation
(after closure of Financial Year if any) |
Between 31.03.2015 to Date of finalization of Annual Return | 1. DIR-12
2. MCA 3. Minutes |
|
| VIII
|
PARTICULAR OF CHANGE IN DIRECTOR(S) OR KMP DURING THE YEAR |
|
| Name | 1. Register of Director
2. DIR-12 |
|
| DIN | 1. Register of Director
2. DIR-12 3. DIN-3 |
|
| Designation at the beginning/ during the financial year | 1. Register of Director
2. DIR-12 |
|
| Date of Appointment/ Change in designation / Cessation | 1. Register of Director
2. DIR-12, |
|
| Nature of Cessation
(after closure of Financial Year if an Date of Appointment/ Change in designation / Cessation |
1. Register of Director
2. DIR-12 |
|
Points to be kept in mind while preparing the point No VIII:
1. Check the Register of Director
2. Check Form DIR-12
3. Check the MCA Website
| IX. | MEETINGS OF MEMBERS | |
| Type of Meeting | Notice of the Meeting | |
| Date of Meeting | Minutes of the Meeting | |
| Total No. of Member entitle to attend Meeting | Register of Member | |
| Number of Members Present | Attendance Sheet & Proxy Sheet of Meeting | |
| Present Member- % of shareholding | Attendance Sheet with Register of Member | |
| IX. | MEETINGS OF BOARD | |
| Date of Meeting | Minutes of the Meeting | |
| Total No. of Director as on date of Meeting | Register of Director | |
| Number of Director Present | Attendance Sheet of Meeting | |
| Present Director- % of Total Director | Attendance Sheet with Register of Director | |
| IX. | MEETINGS OF COMMITTEE | |
| Type of Meeting | Name of Committee | |
| Date of Meeting | Minutes of the Meeting | |
| Total No. of Members as on date of Meeting | List of Members of Committee | |
| Number of Member Present | Attendance Sheet of Meeting | |
| % of total shareholding | Attendance Sheet with total no. of Members | |
Note:
After filling of above mention details there is Part ‘D’ of Point ‘IX’ which talks about the presence of Director in all type of Meeting whether Board, Committee and General Meeting. It will calculate the presence of Director in the Business of Company by calculating his presence in the Meetings of the Company.
Points to be kept in mind while preparing the point No IX:
1. Check the Frequency of No. of Meeting
2. Check the Quorum of the Meeting
| X. |
REMUNERATION TO DIRECTORS AND KMP MD/ WTD/ MANAGER/ CEO/ CFO/ CS/ Director |
|
| Name | Name of the Person | |
| Designation | 1. Register of Director
2. MCA 3. DIR-12 |
|
| Gross Salary | 1. Balance Sheet of the Company
2. Minutes of Meeting in which appointment made 3. Appointment Letter |
|
| Commission | Ledger | |
| Stock option | Balance Sheet of the Company | |
| Others | Balance Sheet of the Company | |
| Total Amount | Balance Sheet of the Company | |
Note:
Remuneration to all the Directors / KMP / required to be given in the Annual Return.
Points to be kept in mind while preparing the point No XII:
1. Verify the Amount of Remuneration from Balance Sheet, Ledger, Minutes of appointment / increase in remuneration and any form if filed.
| XII. |
PENALTY/ PUNISHMENT DETAILS THEREON Company/ Director/ Officer |
|
| Name of Company/
Director/ Officer |
Check with the Director/ Officer and Company whether they penalize during the year. | |
| Name of Court/ Concerned Authority. | If answer of above Question is Yes, then mention the Name of Authority. | |
| Date of Order | If Order Passed, then Mention dates of Order – Copy of Order. | |
| Name of Act And Section Under Which Penalized | Check the Section and Act under which Penalty Levied. | |
| Details of Penalty | Brief Particular of Offence penalized. | |
| Details of Appeal & Present Status | Details of appeal done during the financial year and current status. | |
| XII. | Details of Compounding of Offence | |
| Name of Company/
Director/ Officer |
Check with the Director/ Officer and Company whether they gone for any compounding during the financial year. | |
| Name of Court/ Concerned Authority | If answer of above Question is Yes, then mention the Name of Authority | |
| Date of Order | If Order Passed, then Mention date of Order – Copy of Order | |
| Name of Act and Section under which Committed | Check the Section under which compounding was done. | |
| Particular of offence | Brief Particular of Offence compounded | |
| Amount of compounding | Amount levied by authority on compounding. | |
Note:
For the better Corporate Governance, Knowledge of Stake Holders and for the Transparency regarding default of Company, Its Directors and Officer above step is taken by the Ministry.
Points to be kept in mind while preparing the point No XII:
1. Check maximum amount of the fine- If it does not exceed five lakh rupees then the application for compounding of an offence be made to Regional Director and in other case to the tribunal.
2. Refer the particular Sections of the Companies Act, 2013 to identify the nature of offence and penalty/ punishment
| NOTE | Below Given Part No. XI. XIV
I will discuss in my Next Article– Professional Involvement in preparation of Annual Return |
| XI. | Whether company has made all compliances and disclosures during the year |
| XIII. | Whether complete list of shareholders, debenture holders has been enclosed as an attachment |
| XIV. | Compliance of Sub-Section (2) of Section 92, in Case of Listed Companies |
(Author – CS Divesh Goyal, ACS is a Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com)
Read Other Articles Written by CS Divesh Goyal
(Republished with amendments)
Author Bio
Can we show the entire holding in public category as according to the definition of promoter, any person who has control over the company is a promoter. In case the same is a director and does not hold any shares then what should be written in MGT 9?
I am pretty confused between promoters shareholders as after incorporation the promoters resigned now new shareholders/drectors will called promoters?
2. In mca no director is whole time director can he she be a executive director?
Please clear
Regards
goood knowlelage
Sir,
pl clarify the following for form MGT 7:
i)The details required in point no.VIa : shareholding pattern:
a) do the details pertain to only equity shareholding or
b) does it relate to equity AND preference shareholding
ii) Point VII :Number of promoters, members & debentures:
a) do the details pertain to only equity shareholding or
b) does it relate to equity AND preference shareholding
iii) Point VIII
a) does %age of shares held directors relate to only equity share holding or to equity AND preference shareholding?
iv) Point IX : Meeting of members
a) do total no. of members entitled to attend meeting refer to only equity shareholders or to equity AND preference shareholding?
Will be thankful for an early reply..
Very Clear and precise explanation.
Dear Divesh Ji,
very informative & helpful explanations.
thanking you,
Regards
CA. ANIL KUMAR MADHOGARIA
KOLKATA